But the proposed settlement offers to improve corporate policies guarding against discrimination, submit periodic reports and hire a third-party observer to prove that all guests are treated equally. That could include using ``secret shoppers'' to pose as hotel guests.

``We are opening the company up to verify what we have been saying all along - that our policies and procedures are consistent with the company's record of diverse hiring practices,'' said Senior Vice President Fred Kummer III, son and namesake of the hotel chain's founder and president.

Justice Department officials would not comment on the offer Thursday evening, saying they were studying the offer. Kummer said the proposal followed weeks of ``intense'' negotiations between the company and the agency.

The Adam's Mark hotel in Daytona remains the target of a separate discrimination suit filed in Orlando's federal district court in May by five visitors to Black College Reunion, who say they were charged higher room rates than white guests and subjected to stricter security measures. The Florida Attorney General's Office later joined the proposed class-action lawsuit.

Attorneys in the case were unhappy with Adam's Mark, saying the company has ignored them while negotiating with the Justice Department.

``We've made many offers to meet with them and try to make a united settlement proposal, but the Adam's Mark has refused to talk to the plaintiffs,'' said Sam Smith, a Tampa attorney representing the BCR visitors. ``We welcome any efforts by the Adam's Mark to resolve the suit.''

The National Association for the Advancement of Colored People, which also has attorneys representing the Black College Reunion visitors, criticized the Adam's Mark for dealing exclusively with the Justice Department and has called on its members to boycott the chain.

The Justice Department lawsuit stands to have the gravest consequences for the Adam's Mark. The original suit alleged discrimination only at the hotel chain's Daytona Beach resort. The Justice Department lawsuit was the first to charge a national hotel chain with a companywide pattern of racial discrimination. It has prompted a number of groups to cancel conventions or other plans at Adam's Mark hotels since it was filed in December.

Kummer said the Adam's Mark is negotiating with Justice because it needs to fight one battle at a time.

``Many battles, many wars have been lost because generals divided their resources among too many fronts,'' he said by telephone from the company's corporate offices in St. Louis. ``We chose to work first with the Justice Department. We didn't feel we could deal with both [lawsuits) at one time.''

As part of the settlement, the company offered to contract with an outside company to set up procedures that would allow guests to register complaints more easily and to investigate them.

The Adam's Mark already has hired Project Equality - a nonprofit Kansas City, Mo., organization that assists companies in meeting equal-employment standards - to provide diversity training for its employees. The Adam's Mark asked that Project Equality be designated as the third-party observer in the settlement.

Project Equality lists the Adam's Mark as one of 27 corporate sponsors after the hotel chain donated what Kummer said was $1,500. Project Equality officials vowed at a news conference Thursday in St. Louis that the donation would not bias their report.